SCHEDULE 14A

                            SCHEDULE 14A INFORMATION
               Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934

Filed by the Registrant    [X]

Filed by Party other than the Registrant    [  ]

Check the appropriate box:

[X]   Preliminary Proxy Statement
[ ]   Confidential,  for Use of the  Commission  Only (as permitted by Rule
      14a-6(e)(2))
[ ]   Definitive Proxy Statement
[ ]   Definitive Additional Materials
[ ]   Soliciting Material Pursuant to ss.240.14a-12


                               CEL-SCI CORPORATION
                      ------------------------------------
                (Name of Registrant as Specified In Its Charter)

                    William T. Hart - Attorney for Registrant
                        -------------------------------
                   (Name of Person(s) Filing Proxy Statement)


Payment of Filing Fee (Check the appropriate box):

[ ]  $500 per each party to the controversy  pursuant to Exchange Act Rule
     14a-6(i)(3)

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

    1) Title of each class of securities to which transaction applies:

         ----------------------------------------------------------------

    2) Aggregate number of securities to which transaction applies:

         ----------------------------------------------------------------

    3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:

         ----------------------------------------------------------------


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                               CEL-SCI CORPORATION
                                8229 Boone Blvd.
                                    Suite 802
                             Vienna, Virginia 22l82
                                 (703) 506-9460

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                             TO BE HELD May 11, 2015

To the Shareholders:

      Notice is hereby given that the annual meeting of the shareholders of
CEL-SCI Corporation ("CEL-SCI") will be held at 4820-C Seton Drive, Baltimore,
MD 21215, on May 11, 2015 at 10:30 a.m. local time, for the following purposes:

(1)      to elect the directors who shall constitute CEL-SCI's Board of
         Directors for the ensuing year;

(2)      to approve the adoption of CEL-SCI's 2015 Non-Qualified Stock Option
         Plan which provides that up to 2,000,000 shares of common stock may be
         issued upon the exercise of options granted pursuant to the
         Non-Qualified Stock Option Plan;

(3)      to approve the adoption of CEL-SCI's 2015 Stock Bonus Plan which
         provides that up to 2,000,000 shares of common stock may be issued to
         persons granted stock bonuses pursuant to the Stock Bonus Plan;

(4)      to approve the adoption of CEL-SCI's 2015 Stock Compensation Plan which
         provides for the issuance of up to 2,000,000 restricted shares of
         common stock to CEL-SCI's directors, officers, employees and
         consultants for services provided to CEL-SCI;

(5)      to approve a proposal to extend our Shareholder Rights Plan;

(6)      to ratify the appointment of BDO USA, LLP as CEL-SCI's independent
         registered public accounting firm for the fiscal year ending September
         30, 2015;

    to transact such other business as may properly come before the meeting or
any adjournments or postponements thereof.

      March 17, 2015 is the record date for the determination of shareholders
entitled to notice of and to vote at such meeting. Shareholders are entitled to
one vote for each share held. As of March __, 2015 there were _______________
outstanding shares of CEL-SCI's common stock.

                                       CEL-SCI CORPORATION


April __, 2015                         Geert R. Kersten,
                                       Chief Executive Officer


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The Board of Directors solicits the enclosed proxy. Your vote is important no
matter how large or small your holdings. To assure your representation at the
meeting, please vote promptly.

Important  Notice  Regarding  the  Availability  of  Proxy  Materials  for the
Shareholder  Meeting to be held on May 11, 2015.  This Proxy Statement and our
Form 10-K are available at: www.irdirect.net/cvm/sec_filings/


--------------------------------------------------------------------------------
      If you need additional copies of this Proxy Statement or the enclosed
         proxy card, or if you have other questions about the proposals
        or how to vote your shares, you may contact our proxy solicitor:

                                 ADVANTAGE PROXY
                  (877) 870-8565 (toll free) or (206) 870-8565
                   Or by email at: ksmith@advantageproxy.com
--------------------------------------------------------------------------------






























     PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ATTACHED PROXY CARD,
   AND SIGN, DATE AND RETURN THE PROXY CARD, OR VOTE VIA THE INTERNET OR BY
                                    TELEPHONE

                    TO SAVE THE COST OF FURTHER SOLICITATION,
                              PLEASE VOTE PROMPTLY

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                               CEL-SCI CORPORATION
                                8229 Boone Blvd.
                                    Suite 802
                             Vienna, Virginia 22l82
                                 (703) 506-9460

                                 PROXY STATEMENT



    The accompanying proxy is solicited by CEL-SCI's directors for voting at the
annual meeting of shareholders to be held on May 11, 2015, and at any and all
adjournments of such meeting. If the proxy is executed and returned, it will be
voted at the meeting in accordance with any instructions, and if no
specification is made, the proxy will be voted for the proposals set forth in
the accompanying notice of the annual meeting of shareholders. Shareholders who
execute proxies may revoke them at any time before they are voted, either by
writing to CEL-SCI at the address shown above or in person at the time of the
meeting. Additionally, any later dated proxy will revoke a previous proxy from
the same shareholder. This proxy statement was posted on the CEL-SCI's website
on or about April __, 2015.

    There is one class of capital stock outstanding. Provided a quorum
consisting of one-third of the shares entitled to vote is present at the
meeting, the affirmative vote of a majority of the shares of common stock voting
in person or represented by proxy is required to elect directors. Cumulative
voting in the election of directors is not permitted. The other proposals to
come before the meeting will be adopted if votes cast in favor of the proposal
exceed the votes cast against the proposal.

    Shares of CEL-SCI's common stock represented by properly executed proxies
that reflect abstentions or "broker non-votes" will be counted as present for
purposes of determining the presence of a quorum at the annual meeting. "Broker
non-votes" represent shares held by brokerage firms in "street-name" with
respect to which the broker has not received instructions from the customer or
otherwise does not have discretionary voting authority. Abstentions and broker
non-votes will not be counted as having voted against the proposals to be
considered at the meeting.

PRINCIPAL SHAREHOLDERS

    The following table lists, as of March 17, 2015, information with respect to
the only persons owning beneficially 5% or more of CEL-SCI's outstanding common
stock and the number and percentage of outstanding shares owned by each director
and officer of CEL-SCI and by the officers and directors as a group. Unless
otherwise indicated, each owner has sole voting and investment powers over his
shares of common stock.



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Name and Address                 Number of Shares (1)    Percent of Class
----------------                 --------------------    ----------------

Maximilian de Clara                    740,115                0.8
Bergstrasse 79
6078 Lungern,
Obwalden, Switzerland

Geert R. Kersten                    10,096,362 (2)           10.9
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Patricia B. Prichep                  3,685,879                4.0
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Eyal Talor, Ph.D.                    3,555,203                3.9
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Daniel H. Zimmerman, Ph.D.             327,504                0.4
8229 Boone Blvd., Suite 802
Vienna, VA  22182

John Cipriano                        1,718,100                1.9
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Alexander G. Esterhazy                 294,549                0.3
20 Chemin du Pre-Poiset
CH- 1253 Vandoeuvres
Geneve, Switzerland

Peter R. Young, Ph.D.                  311,943                0.3
208  Hewitt   Drive,   Suite
103-143
Waco, TX 76712

All Officers and Directors          20,729,655               21.7
as a Group (8 persons)


(1)  Includes shares issuable prior to August 31, 2015 upon the exercise of
     options or warrants granted to the following persons:


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                                 Options or Warrants
                                      Exercisable
Name                            Prior to August 31, 2015
-----                           ------------------------

Maximilian de Clara                    714,992
Geert R. Kersten, Esq.               1,305,775(3)
Patricia B. Prichep                    467,010
Eyal Talor, Ph.D.                      387,052
Daniel Zimmerman, Ph.D.                262,567
John Cipriano                          118,100
Alexander G. Esterhazy                 271,233
Peter R. Young, Ph.D.                  282,167(3)

(2)  Amount includes shares held in trust for the benefit of Mr. Kersten's
     children and securities held in a separate trust, for which Mr. Kersten is
     the trustee and a beneficiary.

(3)  Amount includes shares issuable upon the exercise of Series S warrants
     which were purchased in the open market.

OFFICERS AND DIRECTORS

      Information concerning CEL-SCI's officers and directors, as well as Bruno
Baillavoine, who is a nominee to the board of directors, follows:

Name                        Age  Position                 Committees
------                      ---  --------                 ----------

Maximilian de Clara          85  Director and President
Geert R. Kersten, Esq.       56  Director, Chief
                                 Executive Officer and
                                    Treasurer
Patricia B. Prichep          63  Senior Vice President
                                of Operations and
                                 Corporate Secretary
Eyal Talor, Ph.D.            58  Chief Scientific
                                     Officer
Daniel H. Zimmerman, Ph.D.   73  Senior Vice President
                                 of Research, Cellular
                                   Immunology
John Cipriano                72  Senior Vice President
                                 of Regulatory Affairs
Alexander G. Esterhazy       73  Director, Independent    Audit, Compensation,
                                                            and Nominating
Peter R. Young, Ph.D. (1)    70  Director, Independent    Audit, Compensation,
                                                            and Nominating
Bruno Baillavoine            62  Nominee to the board
                                  of directors


(1)  Dr. Young is the chairman of the Audit, Compensation and Nominating
     committees.


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      The directors of CEL-SCI serve in such capacity until the next annual
meeting of CEL-SCI's shareholders and until their successors have been duly
elected and qualified. The officers of CEL-SCI serve at the discretion of
CEL-SCI's directors. CEL-SCI's officers devote substantially all of their time
to CEL-SCI's business.

      Mr. Maximilian de Clara, by virtue of his position as an officer and
director of CEL-SCI, may be deemed to be the "parent" and "founder" of CEL-SCI
as those terms are defined under applicable rules and regulations of the SEC.

      Maximilian de Clara has been a Director of CEL-SCI since its inception in
March l983, and has been President of CEL-SCI since July l983. Prior to his
affiliation with CEL-SCI, and since at least l978, Mr. de Clara was involved in
the management of his personal investments and personally funding research in
the fields of biotechnology and biomedicine. Mr. de Clara attended the medical
school of the University of Munich from l949 to l955, but left before he
received a medical degree. During the summers of l954 and l955, he worked as a
research assistant at the University of Istanbul in the field of cancer
research. For his efforts and dedication to research and development in the
fight against cancer and AIDS, Mr. de Clara was awarded the "Pour le Merit"
honorary medal of the Austrian Military Order "Merito Navale" as well as the
honor cross of the Austrian Albert Schweitzer Society. Based on Mr. de Clara's
background and more than 30 years of experience serving as the President of
CEL-SCI, CEL-SCI believes that he has the expertise necessary to continue to
serve on CEL-SCI's board of directors.

      Geert Kersten has served in his current leadership role at CEL-SCI since
1995. Mr. Kersten has been with CEL-SCI from the early days of its inception
since 1987. He has been involved in the pioneering field of cancer immunotherapy
for over two decades and has successfully steered CEL-SCI through many
challenging cycles in the biotechnology industry. Mr. Kersten also provides
CEL-SCI with significant expertise in the fields of finance and law and has a
unique vision of how CEL-SCI's Multikine product could potentially change the
way cancer is treated. Prior to CEL-SCI, Mr. Kersten worked at the law firm of
Finley & Kumble and worked at Source Capital, an investment banking firm located
in McLean, VA. He is a native of Germany, graduated from Millfield School in
England, and completed his studies in the US. Mr. Kersten received his
Undergraduate Degree in Accounting and an M.B.A. from George Washington
University, and a law degree (J.D.) from American University in Washington, DC.
Mr. Kersten's experience overseeing the financing and research and development
of CEL-SCI for over 25 years qualifies him to continue to serve on CEL-SCI's
board of directors. Mr. Kersten is also the inventor of a patent on the
potential use of Multikine in managing cholesterol.

     Patricia B. Prichep joined  CEL-SCI in 1992 and has been  CEL-SCI's  Senior
Vice President of Operations  since March 1994.  Between December 1992 and March
1994,  Ms.  Prichep was CEL-SCI's  Director of  Operations.  Ms.  Prichep became
CEL-SCI's Corporate Secretary in May 2000. She is responsible for all day-to-day
operations  of  CEL-SCI,  including  human  resources  and is the  liaison  with
CEL-SCI's independent registered public accounting firm for financial reporting.
From June 1990 to  December  1992,  Ms.  Prichep  was the Manager of Quality and
Productivity for the NASD's Management,  Systems and Support Department. She was
responsible  for the  internal  auditing and work flow  analysis of  operations.
Between 1982 and 1990, Ms. Prichep was Vice President and Operations Manager for


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Source  Capital,  Ltd.  She handled all  operations  and  compliance  for Source
Capital and was licensed as a securities  broker.  Ms. Prichep received her B.A.
from the University of Bridgeport in Connecticut.

      Eyal Talor, Ph.D. joined CEL-SCI in October 1993. In October 2009, Dr.
Talor was promoted to Chief Scientific Officer. Between this promotion and March
of 1994 he was the Senior Vice President of Research and Manufacturing. He is a
clinical immunologist with over 19 years of hands-on management of clinical
research and drug development for immunotherapy application (pre-clinical to
Phase III), in the biopharmaceutical industry. His expertise includes;
biopharmaceutical R&D and Biologics product development, GMP (Good Manufacturing
Practices) manufacture, Quality Control testing, and the design and building of
GMP manufacturing and testing facilities. He served as Director of Clinical
Laboratories (certified by the State of Maryland) and has experience in the
design of clinical trials (Phase I - III) and GCP (Good Clinical Practices)
requirements. He also has broad experience in the different aspects of
biological assay development, analytical methods validation, raw material
specifications, and QC (Quality Control) tests development under FDA/GMP, USP,
and ICH guidelines. He has extensive experience in the preparation of
documentation for IND and other regulatory submissions. His scientific area of
expertise encompasses immune response assessment. He is the author of over 25
publications and has published a number of reviews on immune regulations in
relation to clinical immunology. Before coming to CEL-SCI, he was Director of
R&D and Clinical Development at CBL, Inc., Principal Scientist - Project
Director, and Clinical Laboratory Director at SRA Technologies, Inc. Prior to
that he was a full time faculty member at The Johns Hopkins University, Medical
Intuitions; School of Public Health. He has invented technologies which are
covered by two US patents; one on Multikine's composition of matter and method
of use in cancer, and one on a platform Peptide technology (`Adapt') for the
treatment of autoimmune diseases, asthma, allergy, and transplantation
rejection. He also is responsible for numerous product and process inventions as
well as a number of pending US and PCT patent applications. He received his
Ph.D. in Microbiology and Immunology from the University of Ottawa, Ottawa,
Ontario, Canada, and had post-doctoral training in clinical and cellular
immunology at The John Hopkins University, Baltimore, Maryland, USA. He holds an
Adjunct Associate teaching position at the Johns Hopkins University Medical
Institutions.

      Daniel H. Zimmerman, Ph.D. was CEL-SCI's Senior Vice President of Cellular
Immunology between 1996 and December 2008 and again since November 2009. He
joined CEL-SCI in January 1996 as the Vice President of Research, Cellular
Immunology. Dr. Zimmerman founded CELL-MED, Inc. and was its president from
1987-1995. From 1973-1987, Dr. Zimmerman served in various positions at
Electronucleonics, Inc. His positions included: Scientist, Senior Scientist,
Technical Director and Program Manager. Dr Zimmerman held various teaching
positions at Montgomery College between 1987 and 1995. Dr. Zimmerman has
invented technologies which are covered by over a dozen US patents as well as
many foreign equivalent patents. He is the author of over 40 scientific
publications in the area of immunology and infectious diseases. He has been
awarded numerous grants from NIH and DOD. From 1969-1973, Dr. Zimmerman was a
Senior Staff Fellow at NIH. For the following 25 years, he continued on at NIH
as a guest worker. Dr. Zimmerman received a Ph.D. in Biochemistry in 1969, and a
Masters in Zoology in 1966 from the University of Florida as well as a B.S. in
Biology from Emory and Henry College in 1963.


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      John Cipriano was CEL-SCI's Senior Vice President of Regulatory Affairs
between March 2004 and December 2008 and again since October 2009. Mr. Cipriano
brings to CEL-SCI over 30 years of experience with both biotech and
pharmaceutical companies. In addition, he held positions at the United States
Food and Drug Administration (FDA) as Deputy Director, Division of Biologics
Investigational New Drugs, Office of Biologics Research and Review and was the
Deputy Director, IND Branch, Division of Biologics Evaluation, Office of
Biologics. Mr. Cipriano completed his B.S. in Pharmacy from the Massachusetts
College of Pharmacy in Boston, Massachusetts and his M.S. in Pharmaceutical
Chemistry from Purdue University in West Lafayette, Indiana.

      Alexander G. Esterhazy has been a Director of CEL-SCI since December 1999
and has been an independent financial advisor since November 1997. Between July
1991 and October 1997, Mr. Esterhazy was a senior partner of Corpofina S.A.
Geneva, a firm engaged in mergers, acquisitions and portfolio management.
Between January 1988 and July 1991, Mr. Esterhazy was a managing director of DG
Bank in Switzerland. During this period Mr. Esterhazy was in charge of the
Geneva, Switzerland branch of the DG Bank, founded and served as Vice President
of DG Finance (Paris) and was the President and Chief Executive Officer of
DG-Bourse, a securities brokerage firm. Mr. Esterhazy brings extensive financial
expertise that is valuable to CEL-SCI. His knowledge and experience with respect
to finance matters gives him the necessary qualifications to continue to serve
on CEL-SCI's board of directors, audit committee, nominating committee and
compensation committee.

      Peter R. Young, Ph.D. has been a Director of CEL-SCI since August 2002.
Dr. Young has been a senior executive within the pharmaceutical industry in the
United States and Canada for most of his career. Over the last 20 years he has
primarily held positions of Chief Executive Officer or Chief Financial Officer
and has extensive experience with acquisitions and equity financings. Since
November 2001, Dr. Young has been the President of Agnus Dei, LLC, which acts as
a partner in an organization managing immune system clinics which treat patients
with diseases such as cancer, multiple sclerosis and hepatitis. Since January
2003, Dr. Young has been the President and Chief Executive Officer of SRL
Technology, Inc., a company involved in the development of pharmaceutical (drug)
delivery systems. Between 1998 and 2001, Dr. Young was the Chief Financial
Officer of Adams Laboratories, Inc. Dr. Young received his Ph.D. in Organic
Chemistry from the University of Bristol, England (1969), and his Bachelor's
degree in Honors Chemistry, Mathematics and Economics also from the University
of Bristol, England (1966). CEL-SCI believes Dr. Young's extensive knowledge of
the life sciences industry, coupled with his business acumen and financial
expertise, gives him the qualifications and skills to serve as a director, the
chair of the audit committee, the chair of the nominating committee and a member
of CEL-SCI's compensation committee.

     Bruno Baillavoine is a nominee to CEL-SCI's board of directors. Since 2010,
Mr.  Baillavoine  has been a partner of Globomass  Holdings  Limited,  a London,
England based developer of renewable  energy projects from concept through final
operations.  Since  2012 Mr.  Baillavoine  has been the  Executive  Chairman  of
Globomass  Holdings.  Globomass Holdings has subsidiaries in Ireland,  Bulgaria,
Croatia,  Serbia,  and has recently acquired a 20% stake in a US based renewable
energy company.  Between 1978 and 1982 he was the marketing manager of Ravenhead
Ltd., a manufacturer of glass  tableware,  and part of United  Distillers  Group
(later acquired by Grand Metropolitan).  During this time Mr. Baillavoine became
the UK Business  Manager  where he restored  market  share and profit for United
Distillers.  From 1982 to 1986 Mr.  Baillavoine was Group Corporate Planning and


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Group Marketing  Director for Prontaprint  where he expanded the number of shops
to 500 locations in four years. Mr.  Baillavoine  joined Grand  Metropolitan Plc
between  1986-1988  (now Diageo  Plc),  an FTSE 100  beverage,  food,  hotel and
leisure  company,  as  director  in the  Special  Operations  division.  In this
capacity, he developed plans for Grand Met's trouble-shooting  division for over
20,000 Grand Met retail outlets.  From 1988-1991 he was the Managing Director of
Nutri Systems (UK) Ltd., a subsidiary of the US based provider of professionally
supervised  weight loss  programs.  Between 1991 and 1995, Mr.  Baillavoine  was
Director of BET Group plc, a multinational  business support services group, and
in 1992, was promoted to the Managing Director for the manufacturing businesses.
The  (pound)2.3  billion  turnaround of BET during his tenure is one of the most
successful  turnarounds of a top 100 FTSE company.  Since 1995, Mr.  Baillavoine
has held a  number  of CEO  positions  across a wide  range  of  industries  and
geographical locations. Mr. Baillavoine has European and American educations (US
high school and University of Wisconsin Eau Claire 1972-1976).

      CEL-SCI's nominating committee, consisting of Mr. Esterhazy and Dr. Young,
has nominated Maximum de Clara, Geert R. Kersten, Alexander G. Esterhazy, Peter
R. Young and Bruno Baillavoine to stand for election as directors at the annual
meeting. Unless the proxy contains contrary instructions, it is intended that
the proxies will be voted for the election of the nominees to the board of
directors. In case any nominee shall be unable or shall fail to act as a
director by virtue of an unexpected occurrence, the proxies may be voted for
such other person or persons as shall be determined by the persons acting under
the proxies in their discretion. All nominees to the board of directors have
consented to stand for election

      CEL-SCI does not have any policy regarding the consideration of director
candidates recommended by shareholders since a shareholder has never recommended
a nominee to the Board of Directors and under Colorado law, any shareholder can
nominate a person for election as a director at the annual shareholders'
meeting. However, CEL-SCI's nominating committee will consider candidates
recommended by shareholders. To submit a candidate for the Board of Directors
the shareholder should send the name, address and telephone number of the
candidate, together with any relevant background or biographical information, to
Dr. Peter Young at the address shown on the cover page of this proxy statement.
CEL-SCI's nominating committee has not established any specific qualifications
or skills a nominee must meet to serve as a director. Although CEL-SCI does not
have any process for identifying and evaluating director nominees, CEL-SCI does
not believe there would be any differences in the manner in which CEL-SCI
evaluates nominees submitted by shareholders as opposed to nominees submitted by
any other person.

      All nominees to the board of directors, with the exception of Mr.
Baillavoine, have served as directors for a significant period of time.
Consequently, their long-standing experience with CEL-SCI benefits both CEL-SCI
and its shareholders. In December 2014, Dr. Kinsolving passed away. He had been
a director since February 1999. Mr. Baillavoine has been nominated to serves as
Dr. Kinsolving's successor to the board of directors. CEL-SCI believes Mr.
Ballavoine is qualified to act as a director due to his extensive business
experience and success in the turnaround and growth of global businesses.

     CEL-SCI's  Board of Directors  does not have a "leadership  structure",  as
such, since each director is entitled to introduce  resolutions to be considered


                                       7


by the  Board  and each  director  is  entitled  to one  vote on any  resolution
considered by the Board.  CEL-SCI's Chief Executive  Officer is not the Chairman
of CEL-SCI's Board of Directors.

      CEL-SCI's Board of Directors has the ultimate responsibility to evaluate
and respond to risks facing CEL-SCI. CEL-SCI's Board of Directors fulfills its
obligations in this regard by meeting on a regular basis and communicating, when
necessary, with CEL-SCI's officers.

      Alexander G. Esterhazy, Peter R. Young, Ph.D. and Bruno Baillavoine are
independent as that term is defined in section 803 of the listing standards of
the NYSE MKT.

      CEL-SCI's Board of Directors met four times during the fiscal year ended
September 30, 2014. All of the Directors attended these meetings, either in
person or by telephone conference call, with the exception of Mr. de Clara who
was in attendance for three of these meetings. In addition, the Board of
Directors had a number of informal telephonic meetings during the course of the
year.

      CEL-SCI has adopted a Code of Ethics which is applicable to CEL-SCI'S
principal executive, financial, and accounting officers and persons performing
similar functions. The Code of Ethics is available on CEL-SCI's website, located
at www.cel-sci.com.

      If a violation of this code of ethics act is discovered or suspected, the
Senior Officer must (anonymously, if desired) send a detailed note, with
relevant documents, to CEL-SCI's Audit Committee, c/o Dr. Peter Young, 208
Hewitt Drive, Suite 103-143, Waco, TX 76712.

      CEL-SCI does not have a policy with regard to Board member's attendance at
annual meetings. All Board members, with the exception of Maximilian de Clara
and Alexander Esterhazy, attended the last annual shareholder's meeting held on
July 22, 2014.

      Holders of CEL-SCI's common stock can send written communications to
CEL-SCI's entire Board of Directors, or to one or more Board members, by
addressing the communication to "the Board of Directors" or to one or more
directors, specifying the director or directors by name, and sending the
communication to CEL-SCI's offices in Vienna, Virginia. Communications addressed
to the Board of Directors as whole will be delivered to each Board member.
Communications addressed to a specific director (or directors) will be delivered
to the director (or directors) specified.

      Security holder communications sent to specified Board members or not sent
to the Board of Directors as a whole are not relayed to Board members.

Executive Compensation

Compensation Discussion and Analysis

     This  Compensation   Discussion  and  Analysis  (CD&A)  outlines  CEL-SCI's
compensation philosophy, objectives and process for its executive officers. This
CD&A includes  information on how  compensation  decisions are made, the overall
objectives  of CEL-SCI's  compensation  program,  a  description  of the various
components  of  compensation  that  are  provided,  and  additional  information
pertinent to understanding CEL-SCI's executive officer compensation program.

      The Compensation Committee determines the compensation of CEL-SCI's Chief
Executive Officer and President and delegates to the Chief Executive Officer the
responsibility to determine the base salaries of all other officers, other than


                                       8


himself, under the constraints of an overall limitation on the total amount of
compensation to be paid to them.

Compensation Philosophy

      CEL-SCI's compensation philosophy extends to all employees, including
executive officers, and is designed to align employee and shareholder interests.
The philosophy's objective is to pay fairly based upon the employee's position,
experience and individual performance. Employees may be rewarded through
additional compensation when CEL-SCI meets or exceeds targeted business
objectives. Generally, under CEL-SCI's compensation philosophy, as an employee's
level of responsibility increases, a greater portion of his or her total
potential compensation becomes contingent upon annual performance.

        A substantial portion of an executive's compensation incorporates
performance criteria that support and reward achievement of CEL-SCI's long term
business goals.

     The fundamental principles of CEL-SCI's compensation philosophy are
described below:

     o    Market-driven.  Compensation programs are structured to be competitive
          both in their design and in the total compensation that they offer.

     o    Performance-based.   Certain  officers  have  some  portion  of  their
          incentive   compensation   linked  to   CEL-SCI's   performance.   The
          application of performance  measures as well as the form of the reward
          may vary depending on the employee's position and responsibilities.

     Based on a review of its compensation programs, CEL-SCI does not believe
that such programs encourage any of its employees to take risks that would be
likely to have a material adverse effect on CEL-SCI. CEL-SCI reached this
conclusion based on the following:

     o    The salaries  paid to employees  are  consistent  with the  employees'
          duties and responsibilities.

     o    Employees who have high impact  relative to the  expectations of their
          job duties and functions are rewarded.

     o    CEL-SCI  retains  employees who have skills  critical to its long term
          success.

Review of Executive Officer Compensation

     CEL-SCI's  current policy is that the various  elements of the compensation
package are not interrelated in that gains or losses from past equity incentives
are not factored into the determination of other compensation.  For instance, if
options  that are  granted in a previous  year have an  exercise  price which is
below the market price of CEL-SCI's  common stock,  the Committee  does not take
that circumstance into consideration in determining the amount of the options or


                                       9


restricted  stock to be granted  the next  year.  Similarly,  if the  options or
restricted  shares  granted in a previous year become  extremely  valuable,  the
Committee does not take that into  consideration  in determining  the options or
restricted stock to be awarded for the next year.

      CEL-SCI does not have a policy with regard to the adjustment or recovery
of awards or payments if relevant performance measures upon which they are based
are restated or otherwise adjusted in a manner that would reduce the size of an
award or payment.

Components of Compensation - Executive Officers

      CEL-SCI's executive officers are compensated through the following three
components:

     o    Base Salary

     o    Long-Term Incentives ("LTIs") (stock options and/or grants of stock)

     o    Benefits

     These  components   provide  a  balanced  mix  of  base   compensation  and
compensation  that  is  contingent  upon  each  executive  officer's  individual
performance. A goal of the compensation program is to provide executive officers
with a reasonable  level of security  through base salary and benefits.  CEL-SCI
wants to ensure that the  compensation  programs are  appropriately  designed to
encourage  executive  officer  retention and  motivation  to create  shareholder
value. The Compensation  Committee believes that CEL-SCI's stockholders are best
served when  CEL-SCI can attract and retain  talented  executives  by  providing
compensation packages that are competitive but fair. Below is a breakdown of how
the executive officers were paid in fiscal year 2014:

Cel-Sci Executive Officers:

                Benefits -      1.43%
                Base Salary -  18.39%
                LTIs -         80.17%


      In past  years,  base  salaries,  benefits  and  incentive  compensation
opportunities  were  generally  targeted  near the  median of  general  survey
market data  derived  from  indices  covering  similar  biotech/pharmaceutical
companies.  The  companies  included  Achillion  Pharmaceuticals,  Inc., Acura
Pharmaceutical,  Inc., Alimera Sciences,  Inc., Cortex Pharmaceuticals,  Inc.,
IGI  Laboratories  Inc.,  StemCells,  Inc.,  Psychemedics  Corporation,  Biota
Biopharmaceuticals,   Inc.,  POZEN,  Inc.,  Synta  Pharmaceuticals,   Ziopharm
Oncology, Sunesis Pharmaceuticals,  CytRx Corporation,  Novavax Inc., BioCryst
Pharmaceuticals,  Galena  Biopharma  Inc., XOMA Ltd.,  Discovery  Laboratories
Inc., and Targacept Inc.


                                       10



      CEL-SCI used a third party consultant to provide it with recommendations
for strategic long term incentive compensation for certain key executives. The
recommendation resulted in the formation of the 2014 Incentive Stock Bonus Plan
that was voted on and passed by the shareholders at the annual meeting on July
22, 2014.

Base Salaries

      Base salaries generally have been targeted to be competitive when compared
to the salary levels of persons holding similar positions in other
pharmaceutical companies and other publicly traded companies of comparable size.
Each executive officer's respective responsibilities, experience, expertise and
individual performance are considered.

Long-Term Incentives

      Stock grants and stock option grants help to align the interests of
CEL-SCI's employees with those of its shareholders. Stock options and stock
grants are made under CEL-SCI's Stock Option, Incentive Stock Bonus, Stock Bonus
and Stock Compensation Plans. Stock options are granted with exercise prices
equal to the closing price of CEL-SCI's common stock on the day immediately
preceding the date of grant, with pro rata vesting at the end of each of the
following three years. The vesting of the restricted stock granted under the
2014 Incentive Stock Bonus Plan is subject to service, performance and market
conditions.

      CEL-SCI believes that grants of equity-based compensation:

     o    Enhance  the link  between  the  creation  of  shareholder  value  and
          long-term executive incentive compensation;

     o    Provide focus, motivation and retention incentive; and

     o    Provide competitive levels of total compensation.

      CEL-SCI's management believes that the pricing for biotechnology stocks is
highly inefficient until the time of product sales. As such, any long term
compensation tied to progress as measured by share price, i.e., stock options,
is not as efficient as it should be. The plan approved by the shareholders in
July 2014, which covers senior and mid-level employees, addressed this issue by
rewarding employees for meeting major operational milestones and significantly
improved share prices.

Benefits

      In addition to cash and equity compensation programs, executive officers
participate in the health and welfare benefit programs available to other
employees. In a few limited circumstances, CEL-SCI provides other benefits to
certain executive officers, such as car allowances.

      All executive officers are eligible to participate in CEL-SCI's 401(k)
plan on the same basis as its other employees. CEL-SCI matches 100% of each
employee's contribution up to the first 6% of his or her salary.


                                       11


      The following table sets forth in summary form the compensation received
by (i) the Chief Executive and Financial Officer of CEL-SCI and (ii) by each
other executive officer of CEL-SCI who received in excess of $100,000 during the
three fiscal years ended September 30, 2014.


                                                              
                                             Restricted              All
                                               Stock      Option     Other
Name and                Fiscal Salary  Bonus   Awards     Awards   Compensa-
Principal Position       Year   (1)     (2)     (3)        (4)      tion (5)      Total
------------------       ----   ---     ---   --------    ------   ---------      -----
                                 $       $       $          $          $            $

Maximilian de Clara,    2014  393,250    --         --    298,648    73,183      765,081
President               2013  332,750    --         --    306,863    40,000      679,613
                        2012  363,000    --         --    200,863   102,591      666,454

Geert R. Kersten,       2014  584,621    --  3,236,526     82,917    57,581    3,961,645
Chief Executive         2013  439,093    --     15,225  1,516,692    53,514    2,024,524
Officer and Treasurer   2012  477,924    --     14,925    332,027    56,935      881,811

Patricia B. Prichep,    2014  247,852    --  1,735,938     55,278     6,531    2,045,599
Senior Vice President   2013  202,253    --     13,941    485,634     5,531      707,359
of Operations and       2012  210,133    --     12,968    156,715     6,031      385,847
Secretary

Eyal Talor, Ph.D.,      2014  283,283    --  1,731,290     55,278     6,031    2,075,882
Chief Scientific
Officer                 2013  272,388    --      9,600    460,255     6,031      748,274
                        2012  259,417    --      9,600    140,564     6,031      415,612

Daniel Zimmerman,
Ph.D.,                  2014  213,231    --     13,274    227,319     6,031      459,855
Senior Vice
President of            2013  205,030    --     12,989     87,911     6,031      311,961
Research, Cellular      2012  199,058    --     12,303    115,354     6,031      332,746
Immunology

John Cipriano,          2014  197,354    --    888,614     41,549        31    1,127,458
Senior Vice
President of            2013  189,763    --         --     47,968        31      237,762
Regulatory Affairs      2012  184,236    --         --     76,515        31      260,782



(1)  The dollar value of base salary (cash and non-cash) earned.

(2)  The dollar value of bonus (cash and non-cash) earned.

(3)  The fair value of the shares of restricted stock issued during the periods
     covered by the table is shown as compensation for services to the persons
     listed in the table. In the case of all persons listed in the table, the
     shares were issued as CEL-SCI's contribution on behalf of the named officer
     who participates in CEL-SCI's 401(k) retirement plan and, by far the
     largest part, restricted shares issued from the 2014 Incentive Stock Bonus
     Plan that was voted on and passed by the shareholders at the annual meeting
     on July 22, 2014. At issuance, these shares were not vested and are held in
     escrow. Even though the shares will only be earned upon the achievement of
     certain milestones leading to the commercialization of CEL-SCI's Multikine
     technology, or specified increases in the market price of CEL-SCI's common
     stock, the value of the full award, including parts due for achieving
     future milestones that may not ever be met, are shown as compensation in
     the table above. If the performance or market criteria are not met as
     specified in the Incentive Stock Bonus Plan, all or a portion of the


                                       12


     awarded shares will be forfeited. The value of all stock awarded during the
     periods covered by the table is calculated according to ASC 718-10-30-3
     which represented the grant date fair value.

(4)  The fair value of all stock options granted during the periods covered by
     the table are calculated on the grant date in accordance with ASC
     718-10-30-3 which represented the grant date fair value.

(5)  All other compensation received that CEL-SCI could not properly report in
     any other column of the table including the dollar value of any insurance
     premiums paid by, or on behalf of, CEL-SCI with respect to term life
     insurance for the benefit of the named executive officer and car allowances
     paid by CEL-SCI. Includes board of directors fees for Mr. de Clara and Mr.
     Kersten.

Employee Pension, Profit Sharing or Other Retirement Plans

     CEL-SCI  has a  defined  contribution  retirement  plan,  qualifying  under
Section  401(k) of the  Internal  Revenue Code and  covering  substantially  all
CEL-SCI's  employees.  CEL-SCI's  contribution  to the plan is made in shares of
CEL-SCI's common stock.  Each  participant's  contribution is matched by CEL-SCI
with  shares  of  common  stock  which  have  a  value  equal  to  100%  of  the
participant's  contribution,  not to  exceed  the  lesser of $1,000 or 6% of the
participant's  total  compensation.  CEL-SCI's  contribution  of common stock is
valued each quarter based upon the closing price of its common stock. The fiscal
2014 expenses for this plan were $159,632.  Other than the 401(k) Plan,  CEL-SCI
does  not  have a  defined  benefit,  pension  plan,  profit  sharing  or  other
retirement plan.

Compensation of Directors During Year Ended September 30, 2014

                         Paid        Stock        Option
Name                   in Cash     Awards (1)   Awards (2)       Total
----                   -------     ----------   ----------       -----

Maximilian de Clara    $ 40,000            --    $ 298,648     $  338,648
Geert Kersten          $ 40,000    $3,236,526    $  82,917     $3,359,443
Alexander Esterhazy    $ 45,000            --    $ 134,389     $  179,389
C. Richard             $ 45,000            --    $ 134,389     $  179,389
Peter R. Young         $ 50,000            --    $ 134,389     $  184,389

(1)  The fair value of stock issued for services. This stock is not vested, is
     held in escrow, and will only be released to Mr. Kersten upon the
     achievement of important shareholder approved Company milestones.

(2)  The fair value of options granted computed in accordance with ASC
     718-10-30-3 on the date of grant which represents their grant date fair
     value.

      Directors' fees paid to Maximilian de Clara and Geert Kersten are also
included in the Executive Compensation table.



                                       13



Employment Contracts

Maximilian de Clara

      In April 2005, CEL-SCI entered into a three-year employment agreement with
Maximilian de Clara, CEL-SCI's President. The employment agreement provided that
CEL-SCI would pay Mr. de Clara an annual salary of $363,000 during the term of
the agreement. On September 8, 2006 Mr. de Clara's employment agreement was
amended and extended to April 30, 2010. The terms of the amendment to Mr. de
Clara's employment agreement are referenced in a report on Form 8-K filed with
the Securities and Exchange Commission on September 8, 2006. On August 30, 2010,
Mr. de Clara's employment agreement, as amended on September 8, 2006, was
extended to August 30, 2013. On August 30, 2013, Mr. de Clara's employment
agreement, as amended on September 8, 2006, was extended again to August 30,
2016.

      In the event that there is a material reduction in Mr. de Clara's
authority, duties or activities, or in the event there is a change in the
control of CEL-SCI, the agreement allows Mr. de Clara to resign from his
position at CEL-SCI and receive a lump-sum payment from CEL-SCI equal to 18
months of salary ($544,500) and the unvested portion of any stock options would
vest immediately ($297,880). For purposes of the employment agreement, a change
in the control of CEL-SCI means the sale of more than 50% of the outstanding
shares of CEL-SCI's common stock, or a change in a majority of CEL-SCI's
directors.

      The employment agreement will also terminate upon the death of Mr. de
Clara, Mr. de Clara's physical or mental disability, the conviction of Mr. de
Clara for any crime involving fraud, moral turpitude, or CEL-SCI's property, or
a breach of the employment agreement by Mr. de Clara. If the employment
agreement is terminated for any of these reasons, Mr. de Clara, or his legal
representatives, as the case may be, will be paid the salary provided by the
employment agreement through the date of termination.

Geert Kersten

      In September 1, 2003, CEL-SCI entered into a three-year employment
agreement with Mr. Kersten. On September 1, 2006, Mr. Kersten's employment
agreement was extended to September 1, 2011. On September 1, 2011, CEL-SCI
extended its employment agreement with Mr. Kersten to August 31, 2016. Mr.
Kersten will receive at least the same salary increases each year as do other
senior executives of CEL-SCI. Increases beyond those, if any, shall be made at
the sole discretion of CEL-SCI's directors.

      During the employment term, Mr. Kersten will be entitled to receive any
other benefits which are provided to CEL-SCI's executive officers or other full
time employees in accordance with CEL-SCI's policies and practices and subject
to Mr. Kersten's satisfaction of any applicable condition of eligibility.

     If Mr. Kersten  resigns within ninety (90) days of the occurrence of any of
the following events:  (i) a reduction in Mr. Kersten's salary (ii) a relocation
(or demand for  relocation) of Mr.  Kersten's  place of employment to a location
more than thirty-five  (35) miles from his current place of employment,  (iii) a
significant and material  reduction in Mr.  Kersten's  authority,  job duties or
level  of   responsibility   or  the  imposition  of  significant  and  material


                                       14


limitations on the Mr. Kersten's  autonomy in his position,  or (iv) a Change in
Control,  then the employment  agreement will be terminated and Mr. Kersten will
be entitled to receive a lump-sum  payment  from  CEL-SCI  equal to 24 months of
salary  ($1,043,786)  and the unvested  portion of any stock  options would vest
immediately  ($1,201,945).  For purposes of the employment agreement a change in
control  means:  (1) the merger of  CEL-SCI  with  another  entity if after such
merger the  shareholders  of  CEL-SCI do not own at least 50% of voting  capital
stock of the surviving  corporation;  (2) the sale of  substantially  all of the
assets  of  CEL-SCI;  (3) the  acquisition  by any  person  of more  than 50% of
CEL-SCI's  common  stock;  or (4) a change in a majority of CEL-SCI's  directors
which has not been approved by the incumbent directors.

      The employment agreement will also terminate upon the death of Mr.
Kersten, Mr. Kersten's physical or mental disability, willful misconduct, an act
of fraud against CEL-SCI, or a breach of the employment agreement by Mr.
Kersten.

      If the employment agreement is terminated for any of the foregoing, Mr.
Kersten, or his legal representatives, as the case may be, will be paid the
salary provided by the employment agreement through the date of termination, any
options or bonus shares of CEL-SCI then held by Mr. Kersten will become fully
vested and the expiration date of any options which would expire during the four
year period following his termination of employment will be extended to the date
which is four years after his termination of employment.

      On August 30, 2013, CEL-SCI amended certain sections of Mr. Kersten's
employment agreement so that it would correspond with similar sections of the
employment agreements with Ms. Prichep and Dr. Talor.

Patricia B. Prichep / Eyal Talor, Ph.D.

      On August 30, 2010, CEL-SCI entered into a three-year employment agreement
with Patricia B. Prichep, CEL-SCI's Senior Vice President of Operations. On
August 30, 2013 the employment agreement with Ms. Prichep was extended to August
30, 2016.

      On August 30, 2010, CEL-SCI also entered into a three-year employment
agreement with Eyal Talor, Ph.D., CEL-SCI's Chief Scientific Officer. On August
30, 2013, the employment agreement with Dr. Talor was extended to August 30,
2016.

      If Ms. Prichep or Dr. Talor resigns within ninety (90) days of the
occurrence of any of the following events: (i) a relocation (or demand for
relocation) of the employee's place of employment to a location more than
thirty-five (35) miles from the employee's current place of employment, (ii) a
significant and material reduction in the employee's authority, job duties or
level of responsibility or (iii) the imposition of significant and material
limitations on the employee's autonomy in her or his position, the employment
agreement will be terminated and the employee will be paid the salary provided
by the employment agreement through the date of termination and the unvested
portion of any stock options held by the employee will vest immediately.

     In the event there is a change in the control of  CEL-SCI,  the  employment
agreements with Ms. Prichep and Dr. Talor allow Ms. Prichep and/or Dr. Talor (as
the case may be) to resign  from her or his  position  at CEL-SCI  and receive a
lump-sum  payment  from  CEL-SCI  equal to 18  months of  salary  ($344,198  and


                                       15


$424,925  respectively).  In addition, the unvested portion of any stock options
held by the employee will vest immediately ($463,406 and $463,406 respectively).
For purposes of the employment  agreements,  a change in control means:  (1) the
merger of CEL-SCI with another entity if after such merger the  shareholders  of
CEL-SCI  do not own at  least  50% of  voting  capital  stock  of the  surviving
corporation; (2) the sale of substantially all of the assets of CEL-SCI; (3) the
acquisition by any person of more than 50% of CEL-SCI's  common stock;  or (4) a
change in a majority of CEL-SCI's  directors  which has not been approved by the
incumbent directors.

      The employment agreements with Ms. Prichep and Dr. Talor will also
terminate upon the death of the employee, the employee's physical or mental
disability, willful misconduct, an act of fraud against CEL-SCI, or a breach of
the employment agreement by the employee. If the employment agreement is
terminated for any of these reasons, the employee, or her or his legal
representatives, as the case may be, will be paid the salary provided by the
employment agreement through the date of termination.

Compensation Committee Interlocks and Insider Participation

      During the year ended September 30, 2014, no director of CEL-SCI was also
an executive officer of another entity, which had an executive officer of
CEL-SCI serving as a director of such entity or as a member of the compensation
committee of such entity.

Loan from Officer and Director

      During the financial crisis in 2009 CEL-SCI's President, and a director,
Maximilian de Clara, loaned CEL-SCI $1,104,057. The loan from Mr. de Clara bears
interest at 15% per year and is secured by a lien on substantially all of
CEL-SCI's assets. CEL-SCI cannot prepay the loan. In accordance with the loan
agreement, CEL-SCI issued Mr. de Clara warrants to purchase 164,824 shares of
CEL-SCI's common stock at a price of $4.00 per share. These warrants expired on
December 24, 2014. At Mr. de Clara's option, the loan may be converted into
shares of CEL-SCI's common stock. The number of shares which will be issued upon
any conversion will be determined by dividing the amount to be converted by
$4.00. In consideration for an extension of the due date, Mr. de Clara received
warrants to purchase 184,930 shares of CEL-SCI's common stock at a price of
$5.00 per share. These warrants expired on January 6, 2015. In consideration of
Mr. de Clara's agreement to subordinate his note to the convertible preferred
shares and convertible debt as part of a prior year settlement agreement,
CEL-SCI extended the maturity date of the note to July 6, 2015; however, Mr. de
Clara may demand payment upon giving CEL-SCI a minimum 10 day notice. In August
2014, the loan and warrants were transferred to a Trust, of which CEL-SCI's CEO,
Geert Kersten, is the trustee and a beneficiary. Mr. de Clara will continue to
receive the interest payments.

Stock Option, Bonus and Compensation Plans

      CEL-SCI has Incentive Stock Option, Non-Qualified Stock Option, Stock
Bonus, and Stock Compensation Plans, as well as an Incentive Stock Bonus Plan. A
summary description of these Plans follows. In some cases these Plans are
collectively referred to as the "Plans".

                                       16


      Incentive Stock Option Plan. The Incentive Stock Option Plans authorize
the issuance of shares of CEL-SCI's common stock to persons who exercise options
granted pursuant to the Plans. Only CEL-SCI's employees may be granted options
pursuant to the Incentive Stock Option Plans.

      Options may not be exercised until one year following the date of grant.
Options granted to an employee then owning more than 10% of the common stock of
CEL-SCI may not be exercisable by its terms after five years from the date of
grant. Any other option granted pursuant to the Plans may not be exercisable by
its terms after ten years from the date of grant.

      The purchase price per share of common stock purchasable under an option
is determined by CEL-SCI's Compensation Committee but cannot be less than the
fair market value of the common stock on the date of the grant of the option (or
110% of the fair market value in the case of a person owning more than 10% of
CEL-SCI's outstanding shares).

      Non-Qualified Stock Option Plans. The Non-Qualified Stock Option Plans
authorize the issuance of shares of CEL-SCI's common stock to persons that
exercise options granted pursuant to the Plans. CEL-SCI's employees, directors,
officers, consultants and advisors are eligible to be granted options pursuant
to the Plans, provided however that bona fide services must be rendered by such
consultants or advisors and such services must not be in connection with a
capital-raising transaction or promoting CEL-SCI's common stock. The option
exercise price is determined by CEL-SCI's Compensation Committee.

      Stock Bonus Plan. Under the Stock Bonus Plans, shares of CEL-SCI's common
stock may be issued to CEL-SCI's employees, directors, officers, consultants and
advisors, provided however that bona fide services must be rendered by
consultants or advisors and such services must not be in connection with a
capital-raising transaction or promoting CEL-SCI's common stock.

      Stock Compensation Plan. Under the Stock Compensation Plan, shares of
CEL-SCI's common stock may be issued to CEL-SCI's employees, directors,
officers, consultants and advisors in payment of salaries, fees and other
compensation owed to these persons. However, bona fide services must be rendered
by consultants or advisors and such services must not be in connection with the
offer or sale of securities in a capital-raising transaction or promoting
CEL-SCI's common stock.

      Incentive Stock Bonus Plan. Under the 2014 Incentive Stock Bonus Plan,
shares of CEL-SCI's common stock may be issued to executive officers and other
employees who contribute significantly to the success of CEL-SCI, to participate
in its future success and to align their interests with those of the
shareholders. The purpose of the Plan is to provide long term incentives for
outstanding service to CEL-SCI and its shareholders and to assist in recruiting
and retaining people of outstanding ability and initiative in executive and
management positions.

     Other  Information  Regarding  the  Plans.  The Plans are  administered  by
CEL-SCI's  Compensation  Committee ("the Committee"),  each member of which is a
director of CEL-SCI.  The members of the  Committee  were  selected by CEL-SCI's
Board of Directors  and serve for a one-year  tenure and until their  successors
are elected.  A member of the  Committee may be removed at any time by action of
the Board of Directors.  Any vacancies  which may occur on the Committee will be


                                       17


filled by the Board of Directors.  The Committee is vested with the authority to
interpret the  provisions of the Plans and supervise the  administration  of the
Plans.  In addition,  the Committee is empowered to select those persons to whom
shares or options are to be granted,  to determine the number of shares  subject
to each grant of a stock bonus or an option and to determine when, and upon what
conditions,  shares or options granted under the Plans will vest or otherwise be
subject to forfeiture and cancellation.

      In the discretion of the Committee, any option granted pursuant to the
Plans may include installment exercise terms such that the option becomes fully
exercisable in a series of cumulating portions. The Committee may also
accelerate the date upon which any option (or any part of any options) is first
exercisable. Any shares issued pursuant to the Stock Bonus Plan or Stock
Compensation Plan and any options granted pursuant to the Incentive Stock Option
Plan or the Non-Qualified Stock Option Plans will be forfeited if the "vesting"
schedule established by the Committee administering the Plans at the time of the
grant is not met. For this purpose, vesting means the period during which the
employee must remain an employee of CEL-SCI or the period of time a non-employee
must provide services to CEL-SCI. At the time an employee ceases working for
CEL-SCI (or at the time a non-employee ceases to perform services for CEL-SCI),
any shares or options not fully vested will be forfeited and cancelled. At the
discretion of the Committee, payment for the shares of common stock underlying
options may be paid through the delivery of shares of CEL-SCI's common stock
having an aggregate fair market value equal to the option price, provided such
shares have been owned by the option holder for at least one year prior to such
exercise. A combination of cash and shares of common stock may also be permitted
at the discretion of the Committee.

      Options are generally non-transferable except upon death of the option
holder. Shares issued pursuant to the Stock Bonus Plans will generally not be
transferable until the person receiving the shares satisfies the vesting
requirements imposed by the Committee when the shares were issued.

      The Board of Directors of CEL-SCI may at any time, and from time to time,
amend, terminate, or suspend one or more of the Plans in any manner it deems
appropriate, provided that such amendment, termination or suspension will not
adversely affect rights or obligations with respect to shares or options
previously granted.

Stock Options

      The following tables show information concerning the options granted
during the fiscal year ended September 30, 2014, to the persons named below:


                                       18



                                 Options Granted

                                                 Price
                         Grant        Options     per       Expiration
Name                     Date         Granted    Share         Date
-----                    -----        -------    -----      -----------

Maximilian de Clara     2/26/2014      75,000    $1.09       2/25/2024

Maximilian de Clara      8/6/2014     100,000    $1.10       8/05/2024

Maximilian de Clara     8/26/2014     150,000    $1.08       8/25/2024

Geert Kersten           2/26/2014      90,000    $1.09       2/25/2024

Patricia Prichep        2/26/2014      60,000    $1.09       2/25/2024

Eyal Talor              2/26/2014      60,000    $1.09       2/25/2024

Daniel Zimmerman        2/26/2014      45,000    $1.09       2/25/2024

Daniel Zimmerman         8/6/2014     200,000    $1.10       8/05/2024

John Cipriano           2/26/2014      45,000    $1.09       2/25/2024

Alexander Esterhazy     2/26/2014      45,000    $1.09       2/25/2024

Alexander Esterhazy      8/6/2014     100,000    $1.10       8/05/2024

Peter Young             2/26/2014      45,000    $1.09       2/25/2024

Peter Young              8/6/2014     100,000    $1.10       8/05/2024


     The following tables show information  concerning the options cancelled and
exercised  during the fiscal year ended September 30, 2014, to the persons named
below:

                                Options Cancelled
                                                      Weighted
                                      Weighted        Average
                                       Average       Remaining
                             Total    Exercise      Contractual
           Name             Options    Price        Term (Years)
           ----             -------   --------      ------------

                                      None


                                Options Exercised

                        Date of        Shares Acquired          Value
        Name           Exercise         On Exercise           Realized
        ----           --------         --------------        --------

                                      None


                                       19



      The following lists the outstanding options held by the persons named
below:

                       Shares underlying
                          unexercised
                       Option which are:
                  -----------------------------    Exercise Expiration
Name              Exercisable     Unexercisable    Price       Date
-----             -----------     -------------    -----       ----

Maximilian de
  Clara                  5,000                      4.80     09/21/15
                        10,000                      5.80     09/12/16
                        20,000                      6.30     09/13/17
                        20,000                      6.20     03/04/18
                       143,625 (1)                  2.50     04/23/19
                        25,000                      3.80     07/20/19
                        25,000                      4.80     07/20/20
                        25,000                      6.90     04/14/21
                        47,200                      3.20     12/01/16
                        25,000                      3.90     05/17/22
                        20,000                      2.80     12/17/22
                        12,500                      2.10     06/30/23
                       100,000                      1.10     08/05/24
                       150,000                      1.08     08/25/24
                    ----------

                      628,325
                                        50,000 (2)  3.80     07/06/19
                                        12,500      3.90     05/17/22
                                        80,000      2.80     12/17/22
                                        25,000      2.10     06/30/23
                                        75,000      1.09     02/25/24
                                    ----------
                                       242,500



Geert R. Kersten         5,000                      4.80     09/21/15
                        20,000                      5.80     09/12/16
                        20,000                      6.30     09/13/17
                        20,000                      6.20     03/04/18
                       183,861 (1)                  2.50     04/23/19
                        30,000                      3.80     07/20/19
                        30,000                      4.80     07/20/20
                        30,000                      6.90     04/14/21
                       125,440                      3.20     12/01/16
                        30,000                      3.90     05/17/22
                       189,000                      2.80     12/17/17
                        57,070                      2.80     12/17/22
                        15,000                      2.10     06/30/23
                    ----------
                       755,371

                                       400,000 (2)  3.80     07/06/19
                                        15,000      3.90     05/17/22
                                       442,930      2.80     12/17/22
                                        30,000      2.10     06/30/23
                                        90,000      1.09     02/25/24
                                    ----------
                                       977,930



                                       20




                       Shares underlying
                          unexercised
                       Option which are:
                  -----------------------------    Exercise Expiration
Name              Exercisable     Unexercisable    Price       Date
-----             -----------     -------------    -----       ----

Patricia B.
  Prichep                5,000                      3.30     04/26/15
                         3,000                      4.80     09/21/15
                         9,000                      5.80     09/12/16
                        10,000                      6.30     09/13/17
                        10,000                      6.20     03/04/18
                        71,710 (1)                  2.50     04/23/19
                        15,000                      3.80     07/20/19
                        15,000                      4.80     07/20/20
                        15,000                      6.90     04/14/21
                        38,520                      3.20     12/01/16
                        20,000                      3.90     05/17/22
                        58,000                      2.80     12/17/17
                        23,390                      2.80     12/17/22
                        10,000                      2.10     06/30/23
                    ----------
                       303,620

                                       300,000 (2)  3.80     07/06/19
                                        10,000      3.90     05/17/22
                                       126,610      2.80     12/17/22
                                        20,000      2.10     06/30/23
                                        60,000      1.09     02/25/24
                                    ----------
                                       516,610


Eyal Talor, Ph.D.        5,000                      3.30     04/26/15
                         3,000                      4.80     09/21/15
                         8,000                      5.80     09/12/16
                        10,000                      6.30     09/13/17
                        10,000                      6.20     03/04/18
                        24,082 (1)                  2.50     04/23/19
                        15,000                      3.80     07/20/19
                        15,000                      4.80     07/20/20
                        15,000                      6.90     04/14/21
                        27,773                      3.20     12/01/16
                        20,000                      3.90     05/17/22
                        37,417                      2.80     12/17/17
                        23,390                      2.80     12/17/22
                        10,000                      2.10     06/30/23
                    ----------
                       223,662

                                       300,000 (2)  3.80     07/06/19
                                        10,000      3.90     05/17/22
                                       126,610      2.80     12/17/22
                                        20,000      2.10     06/30/23
                                        60,000      1.09     02/25/24
                                    ----------
                                       516,610




                                       21





                       Shares underlying
                          unexercised
                       Option which are:
                  -----------------------------    Exercise Expiration
Name              Exercisable     Unexercisable    Price       Date
-----             -----------     -------------    -----       ----

Daniel Zimmerman,        5,000                      3.30     04/16/15
  Ph.D.                  3,000                      4.80     09/21/15
                         6,000                      5.80     09/12/16
                         7,500                      6.30     09/13/17
                         7,500                      6.20     03/04/18
                        15,000                      4.80     07/20/20
                        15,000                      6.90     04/14/21
                        25,200                      3.20     12/01/16
                        15,000                      3.90     05/17/22
                        39,200                      2.80     12/17/17
                         7,500                      2.10     06/30/23
                    ----------
                       145,900

                                         7,500      3.90     05/17/22
                                        15,000      2.10     06/30/23
                                        45,000      1.09     02/25/24
                                       200,000      1.10     08/05/24
                                    ----------
                                       267,500


John Cipriano            3,000                      4.80     09/21/15
                         6,000                      5.80     09/12/16
                         7,500                      6.30     09/13/17
                         7,500                      6.20     03/04/18
                        15,000                      4.80     07/20/20
                        15,000                      6.90     04/14/21
                         1,600                      3.20     12/01/16
                        10,000                      2.50     09/30/19
                        15,000                      3.90     05/17/22
                         7,500                      2.10     06/30/23
                    ----------
                        88,100

                                         7,500      3.90     05/17/22
                                        15,000      2.10     06/30/23
                                        45,000      1.09     02/25/24
                                    ----------
                                        67,500

(1)  Options awarded to employees who did not collect a salary, or reduced or
     deferred their salary between September 15, 2008 and June 30, 2009. For
     example, Mr. de Clara, Mr. Kersten and Ms. Prichep did not collect any
     salary between September 30, 2008 and June 30, 2009.

(2)  Long-term performance options: The Board of Directors has identified the
     successful Phase III clinical trial for Multikine to be the most important
     corporate event to create shareholder value. Therefore, one third of the
     options can be exercised when the first 400 patients are enrolled in
     CEL-SCI's Phase III head and neck cancer clinical trial. One third of the
     options can be exercised when all of the patients have been enrolled in the
     Phase III clinical trial. One third of the options can be exercised when
     the Phase III trial is completed. The grant-date fair value of these
     options awarded to the senior management of CEL-SCI amounted to $3.3
     million in total.


                                       22


      Summary. The following shows certain information as of March 17, 2015
concerning the stock options and stock bonuses granted by CEL-SCI. Each option
represents the right to purchase one share of CEL-SCI's common stock.

                                            Shares
                                Total      Reserved
                                Shares        for                  Remaining
                               Reserved   Outstanding   Shares   Options/Shares
Name of Plan                 Under Plans    Options     Issued    Under Plans
-------------                -----------  -----------   -------  --------------

Incentive Stock Option        1,960,000    1,708,331       N/A        5,969
  Plans
Non-Qualified Stock Option    5,680,000    5,015,402       N/A      107,679
  Plans
Bonus Plans                   1,594,000        N/A     1,230,940    362,304
Stock Compensation Plan       1,350,000        N/A     1,316,949          0
Incentive Stock Bonus Plan   16,000,000        N/A    15,600,000    400,000

      Of the shares issued pursuant to CEL-SCI's Stock Bonus Plans, 531,671
shares were issued as part of CEL-SCI's contribution to its 401(k) plan.

      The following table shows the weighted average exercise price of the
outstanding options granted pursuant to CEL-SCI's Incentive and Non-Qualified
Stock Option Plans as of September 30, 2014, CEL-SCI's most recent fiscal year
end. All of the plans in the table above have been approved by CEL-SCI's
shareholders.

                        Number of       Weighted-      Number of Securities
                      Securities to      Average      Remaining Available For
                     be Issued Upon     Exercise       Future Issuance Under
                       Exercise of      Price of        Equity Compensation
                       Outstanding    Outstanding    Plans, Excluding Securities
Plan category          Options (a)      Options       Reflected in Column (a)
-------------          -----------    -------------- --------------------------

Incentive Stock         1,710,997        $ 3.05               3,303
  Option Plans
Non-Qualified Stock     5,120,152        $ 2.96               2,929
  Option Plans

Compensation Committee

     During the year ending  September  30,  2014,  CEL-SCI  had a  Compensation
Committee which was comprised of Alexander Esterhazy, C. Richard Kinsolving (now
deceased)  and Peter  Young.  During  the year ended  September  30,  2014,  the
Compensation  Committee  formerly  met on  one  occasion  to  approve  the  2014
Incentive Stock Bonus Plan.

      The following is the report of the Compensation Committee:

     The key  components of CEL-SCI's  executive  compensation  program  include
annual base salaries and long-term  incentive  compensation  consisting of stock
options. It is CEL-SCI's policy to target compensation (i.e., base salary, stock
option  grants and other  benefits) at  approximately  the median of  comparable


                                       23


companies  in  the  biotechnology  field.  Accordingly,   data  on  compensation
practices  followed  by  other  companies  in  the  biotechnology   industry  is
considered.

     CEL-SCI's long-term incentive program formerly consisted of periodic grants
of stock  options  with an  exercise  price  equal to the fair  market  value of
CEL-SCI's common stock on the date of grant. To encourage retention, the ability
to  exercise   options   granted  under  the  program  was  subject  to  vesting
restrictions. Decisions made regarding the timing and size of option grants took
into  account the  performance  of both CEL-SCI and the  employee,  "competitive
market"  practices,  and the size of the option grants made in prior years.  The
weighting of these factors varied and was subjective.

     Since  share  price  and  performance   targets  during  the  lengthy  drug
development process are not always logically aligned, a major change in the long
term  incentive  plan for senior and middle  management  was introduced in 2014.
This  substituted  restricted  shares issued from the 2014 Incentive Stock Bonus
Plan that was voted on and passed by the  shareholders  at the annual meeting on
July 22, 2014 for  options.  At  issuance,  these shares were not vested and are
held in escrow.  The shares will only be earned upon the  achievement of certain
milestones leading to the  commercialization of CEL-SCI's Multikine  technology,
or  specified  increases  in the  market  price of  CEL-SCI's  stock.  The first
milestone  for  the  restricted  stock  was  reached  in  January  2015.  If the
performance or market  criteria are not met as specified in the Incentive  Stock
Bonus Plan, all or a portion of the awarded shares will be forfeited.

      In April 2005 CEL-SCI entered into a three-year employment agreement with
Maximilian de Clara, CEL-SCI's President. The April 2005 employment agreement,
which is essentially the same as Mr. de Clara's two prior employment agreements,
provides that during the employment term CEL-SCI will pay Mr. de Clara a salary
of $363,000.

       On September 8, 2006, Mr. de Clara's employment agreement was amended and
extended to April 30, 2010. Mr. de Clara's employment agreement continued on a
month to month basis from April 30, 2010 until August 30, 2010 when it was
extended until August 30, 2013. On August 30, 2013, Mr. de Clara's employment
agreement, as amended on September 8, 2006, was extended again to August 30,
2016. In extending Mr. de Clara's employment contract, CEL-SCI's Compensation
Committee considered various factors, including Mr. de Clara's performance in
his area of responsibility, Mr. de Clara's experience in his position, and Mr.
de Clara's length of service with the Company.

     On  September  1,  2003,  CEL-SCI  entered  into  a  three-year  employment
agreement  with Mr.  Kersten.  On September 1, 2006,  Mr.  Kersten's  employment
agreement  was  extended to September  1, 2011.  On  September 1, 2011,  CEL-SCI
extended its employment agreement with Mr. Kersten to August 31, 2016.

      Mr. Kersten will receive at least the same salary increases each year as
do other senior executives of CEL-SCI. Increases beyond those, if any, shall be
made at the sole discretion of CEL-SCI's directors. In renewing Mr. Kersten's
employment contract CEL-SCI's Compensation Committee considered various factors,
including Mr. Kersten's performance in his area of responsibility, Mr. Kersten's
experience in his position, and Mr. Kersten's length of service with CEL-SCI.

                                       24


      On August 30, 2010, CEL-SCI entered into a three-year employment agreement
with Patricia B. Prichep, CEL-SCI's Senior Vice President of Operations. On
August 30, 2013 the employment agreement with Ms. Prichep was extended to August
30, 2016. The employment agreement with Ms. Prichep provides that during the
term of the agreement CEL-SCI will pay Ms. Prichep an annual salary plus any
increases approved by the Board of Directors during the period of the employment
agreement.

      On August 30, 2010, CEL-SCI also entered into a three-year employment
agreement with Eyal Talor, Ph.D., CEL-SCI's Chief Scientific Officer. On August
30, 2013, the employment agreement with Dr. Talor was extended to August 30,
2016. The employment agreement with Dr. Talor provides that during the term of
the agreement CEL-SCI will pay Dr. Talor an annual salary plus any increases
approved by the Board of Directors during the period of the employment
agreement.

      During the year ending September 30, 2014, the compensation paid to
CEL-SCI's other executive officers was based on a variety of factors, including
the performance in the executive's area of responsibility, the executive's
individual performance, the executive's experience in his or her role, the
executive's length of service with CEL-SCI, the achievement of specific goals
established for CEL-SCI and its business, and, in certain instances, to the
achievement of individual goals.

      Financial or stockholder value performance comparisons were not used to
determine the compensation of CEL-SCI's other executive officers since CEL-SCI's
financial performance and stockholder value are influenced to a substantial
degree by external factors and as a result comparing the compensation payable to
the other executive officers to CEL-SCI's financial or stock price performance
can be misleading.

      During the year ended September 30, 2014, CEL-SCI granted options for the
purchase of 825,000 shares of CEL-SCI's common stock to CEL-SCI's executive
officers. In granting the options to CEL-SCI's executive officers, the Board of
Directors considered the same factors which were used to determine the cash
compensation paid to such officers.

      Except as otherwise disclosed in this proxy statement, during the year
ended September 30, 2014, CEL-SCI did not issue any shares of its common stock
to CEL-SCI's officers or directors in return for services provided to CEL-SCI.

      The foregoing report has been approved by the members of the Compensation
Committee:

                               Alexander Esterhazy
                                   Peter Young

Audit Committee

     During the year ended  September 30, 2014,  CEL-SCI had an Audit  Committee
comprised of Alexander Esterhazy, C. Richard Kinsolving (now deceased) and Peter
Young. All members of the Audit Committee were independent as defined by Section
803 of the NYSE MKT Listing Standards. Dr. Young serves as the audit committee's
financial  expert.  The purpose of the Audit  Committee is to review and approve


                                       25


the selection of CEL-SCI's  independent  registered  public  accounting firm and
review  CEL-SCI's  financial  statements with CEL-SCI's  independent  registered
public accounting firm.

      During the fiscal year ended September 30, 2014, the Audit Committee met
four times. All members of the Audit Committee attended these meetings, with the
exception of C. Richard Kinsolving who was in attendance for two of these
meetings.

      The following is the report of the Audit Committee:

     (1)  The Audit Committee reviewed and discussed CEL-SCI's audited financial
          statements  for the year  ended  September  30,  2014  with  CEL-SCI's
          management.

     (2)  The Audit Committee  discussed with CEL-SCI's  independent  registered
          public  accounting firm the matters  required to be discussed by PCAOB
          (Public   Company   Accounting   Oversight   Board)  Standard  No.  16
          "Communication with Audit Committees".

     (3)  The Audit  Committee  has  received  the written  disclosures  and the
          letter from CEL-SCI's  independent  registered  public accounting firm
          required  by PCAOB  independence  standards,  and had  discussed  with
          CEL-SCI's   independent   registered   public   accounting   firm  the
          independent registered public accounting firm's independence; and

     (4)  Based on the  review  and  discussions  referred  to above,  the Audit
          Committee  recommended  to the  Board of  Directors  that the  audited
          financial  statements  be included in CEL-SCI's  Annual Report on Form
          10-K  for the year  ended  September  30,  2014  for  filing  with the
          Securities and Exchange Commission.

     (5)  During the year ended  September 30, 2014,  CEL-SCI paid BDO USA, LLP,
          CEL-SCI's  independent  registered  public  accounting  firm, fees for
          professional  services  rendered  for the  audit of  CEL-SCI's  annual
          financial  statements  and the  reviews  of the  financial  statements
          included  in  CEL-SCI's  10-Q  reports  for the  fiscal  year  and all
          regulatory  filings.  The Audit Committee is of the opinion that these
          fees are consistent  with BDO USA, LLP  maintaining  its  independence
          from CEL-SCI.

     The  foregoing  report  has  been  approved  by the  members  of the  Audit
Committee:

                             Alexander G. Esterhazy
                                   Peter Young

      CEL-SCI's Board of Directors has adopted a written charter for the Audit
Committee, a copy of which was attached CEL-SCI's proxy statement relating to
its April 15, 2011 annual meeting of shareholders.



                                       26


                         PROPOSAL TO APPROVE ADOPTION OF
                      2015 NON-QUALIFIED STOCK OPTION PLAN

      Shareholders are being requested to approve the adoption of CEL-SCI's 2015
Non-Qualified Stock Option Plan. CEL-SCI's employees, directors and officers,
and consultants or advisors to CEL-SCI are eligible to be granted options
pursuant to the 2015 Non-Qualified Plan as may be determined by CEL-SCI's Board
of Directors or the Compensation Committee, provided however that bona fide
services must be rendered by such consultants or advisors and such services must
not be in connection with the offer or sale of securities in a capital-raising
transaction.

      The 2015 Non-Qualified Plan authorizes the issuance of up to 2,000,000
shares of CEL-SCI's common stock to persons that exercise options granted
pursuant to the Plan. As of the date of this Proxy Statement, CEL-SCI had not
granted any options to purchase shares of common stock under the 2015
Non-Qualified Plan.

      The 2015 Non-Qualified Plan will function and be administered in the same
manner as CEL-SCI's other Non-Qualified Plans. The Board of Directors recommends
that the shareholders of CEL-SCI approve the adoption of the 2015 Non-Qualified
Plan.

                   PROPOSAL TO ADOPT 2015 STOCK BONUS PLAN

      Shareholders are being requested to approve the adoption of CEL-SCI's 2015
Stock Bonus Plan. The purpose of the 2015 Stock Bonus Plan is to furnish
additional compensation and incentives to CEL-SCI's employees, directors,
officers, consultants and advisors and to allow CEL-SCI to continue to make
contributions to its 401(k) plan with shares of its common stock instead of
cash.

      Since 1993 CEL-SCI has maintained a defined contribution retirement plan
(also known as a 401(k) Plan) covering substantially all CEL-SCI's employees.
Since 1998 CEL-SCI's contribution to the plan has been made in shares of
CEL-SCI's common stock as opposed to cash. CEL-SCI's contribution of common
stock is made quarterly and is valued based upon the price of CEL-SCI's common
stock on the NYSE MKT. The Board of Directors is of the opinion that
contributions to the 401(k) plan with shares of CEL-SCI's common stock serves to
further align the interest of CEL-SCI's employees with CEL-SCI's shareholders.

      The 2015 Stock Bonus Plan, if adopted, will authorize the issuance of up
to 2,000,000 shares of CEL-SCI's common stock to persons granted stock bonuses
pursuant to the plan. As of the date of this Proxy Statement, CEL-SCI had not
granted any stock bonuses pursuant to the 2015 Stock Bonus Plan.

      The 2015 Stock Bonus Plan will function and be administered in the same
manner as CEL-SCI's existing Stock Bonus Plans. The Board of Directors
recommends that the shareholders of CEL-SCI approve the adoption of the 2015
Stock Bonus Plans.

                                       27


             PROPOSAL TO ADOPT CEL-SCI'S STOCK COMPENSATION PLAN

      During the two years ended September 30, 2014 and 2013, CEL-SCI issued 0
shares of its common stock to its officers, directors and employees. During the
two years ended September 30, 2014 and 2013, CEL-SCI issued 409,968 and 50,000
shares to consultants for payment of services of $439,008 and $140,000,
respectively. To conserve cash, CEL-SCI expects that it may continue to offer
its officers, directors, employees and consultants the opportunity to receive
shares of CEL-SCI's common stock in payment of amounts owed by CEL-SCI for
services rendered.

      To comply with the NYSE MKT requirements CEL-SCI adopted a Stock
Compensation Plan, which was approved by CEL-SCI's shareholders at the May 6,
2004 annual meeting, and which provided that shares of CEL-SCI'S common stock
would be available for issuance under the Plan. Shareholders subsequently
approved amendments to the Stock Compensation Plan which provided up to
1,350,000 shares would be available for issuance under the plan. The Stock
Compensation Plan expired on December 31, 2014.

      So that CEL-SCI may continue to offer shares of its common stock in
payment of compensation owed, CEL-SCI's Board of Directors, subject to
shareholder approval, has adopted the 2015 Stock Compensation Plan. Up to
2,000,000 shares of restricted common stock would be available for issuance
under the Plan. The Board of Directors recommends that the shareholders of
CEL-SCI approve the adoption of the 2015 Stock Compensation Plan.

                  PROPOSAL TO EXTEND SHAREHOLDER RIGHTS PLAN

      In November 2007 the Company's Board of Directors adopted a Shareholder
Rights Plan. The Shareholder Rights Plan involved the issuance of Series A and
Series B rights to holders of the Company's common stock.

      The Rights become effective (the "Effective Date"):

     (1)     15 business days following a public announcement that a person has
acquired beneficial ownership of 15% or more of the Company's common stock, or

     (2)     15 business days following the commencement of a tender offer.

      Each shareholder of record on November 9, 2007 received one Series A Right
and one Series B Right for each share which they owned. Each Series A Right
entitles the holder to purchase from the Company one share of common stock at a
price equal to 20% of the market price of the Company's common stock on the
Effective Date.

      If, after the Effective Date, (i) the Company is acquired in a merger or
other business combination and the Company is not the surviving corporation,
(ii) any person consolidates or merges with the Company and all or part of the
Company's common shares are converted or exchanged for securities, cash or
property of any other person, or (iii) 50% or more of the Company's consolidated
assets or earning power are sold, each holder of a Series B Right will have the
right to receive, at the exercise price of $100, that number of shares of common
stock of the acquiring company which at the time of such transaction has a
market value of $200.


                                       28


      Shareholders of the Company did not receive separate certificates for the
Rights as the Rights are represented by the Company's common stock certificates.
Certificates for the Company's common stock carry a notation that indicates that
Rights are attached to the common shares and incorporate the terms of the
Shareholder Rights Plan. Prior to the Effective Date, the Rights transfer with
the common shares upon the sale or transfer of the Company's common stock.

      Until the Effective Date, the Rights cannot be bought, sold or otherwise
traded separately from the common shares.

      Separate certificates representing the Series A Series B Rights will be
distributed as soon as practicable after the Effective Date.

      The Rights will not be effective with respect to any acquisition, tender
offer, merger or similar transaction approved by the Company's directors.

      The Rights may be exercised at any time on or after the Effective Date,
but expire on October 30, 2015.

      The purpose of the Shareholder Rights Plan is to ensure, to the extent
possible, that shareholders of the Company are treated fairly in connection with
any bid to acquire control of the Company. The Shareholder Rights Plan ensures
that, in the context of a bid for control of the Company through an acquisition
of shares of common stock of the Company, the Board has sufficient time to
explore and develop alternatives for maximizing shareholder value, to provide
adequate time for competing bids to emerge, to ensure that shareholders have an
equal opportunity and adequate time to participate in and properly assess the
bid and lessen the pressure to tender that is typically encountered by
shareholders of companies that are subject to takeover bids. The Shareholder
Rights Plan does not prohibit a takeover bid for the Company in a transaction
that is fair and in the best interests of all of the Company's shareholders. The
rights of shareholders to seek a change in the management of the Company, or to
influence or promote action of management in a particular manner, is not to be
affected by the Shareholder Rights Plan.

      The Company's board of directors believes that it is in the best interests
of the Company shareholders is to extend the Shareholder Rights Plan to ensure
that the Company's shareholders are treated fairly in connection with any
attempt to acquire control of the Company.

      Accordingly, the Company's directors recommend that the Company's
shareholders approve the extension of the Shareholder Rights Plan to October 30,
2020.

      The full text of our Shareholder Rights Plan (officially named the
"Shareholder Rights Agreement"), is available on our website at www.cel-sci.com.




                                       29




                INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

      The Board of Directors has selected BDO USA, LLP, an independent
registered public accounting firm, to audit the books and records of CEL-SCI for
the fiscal year ending September 30, 2015. BDO USA, LLP served as CEL-SCI's
independent registered public accounting firm for the fiscal year ended
September 30, 2014. A representative of BDO USA, LLP is expected to be present
at the shareholders' meeting.

      BDO USA, LLP served as CEL-SCI's auditors for the years ended September
30, 2014 and 2013. The following table shows the aggregate fees billed to
CEL-SCI during these years by BDO USA, LLP:

                                  Year Ended September 30,
                                  2014               2013
                                  ----               ----

Audit Fees                     $ 397,000         $ 236,000
Audit-Related Fees                    --                --
Tax Fees                              --                --
All Other Fees                        --                --

      Audit fees represent amounts billed for professional services rendered for
the audit of the CEL-SCI's annual financial statements and the reviews of the
financial statements included in CEL-SCI's 10-Q reports for the fiscal year and
all regulatory filings. Before BDO USA, LLP was engaged by CEL-SCI to render
audit or non-audit services, the engagement was approved by CEL-SCI's audit
committee. CEL-SCI's Board of Directors is of the opinion that the Audit Related
Fees charged by BDO USA, LLP are consistent with BDO USA, LLP maintaining its
independence from CEL-SCI.

      The Board of Directors recommends that the shareholders of CEL-SCI approve
its selection of BDO USA, LLP as CEL-SCI's independent public accounting firm to
audit the books and records of CEL-SCI for the year ending September 30, 2015.

                   AVAILABILITY OF ANNUAL REPORT ON FORM 10-K

      CEL-SCI's Annual Report on Form 10-K for the year ending September 30,
2014 will be sent to any shareholder of CEL-SCI upon request. Requests for a
copy of this report should be addressed to the Secretary of CEL-SCI at the
address provided on the first page of this proxy statement.

                              SHAREHOLDER PROPOSALS

      Any shareholder proposal which may properly be included in the proxy
solicitation material for the annual meeting of shareholders following CEL-SCI's
fiscal year ending September 30, 2015 must be received by the Secretary of
CEL-SCI no later than January 31, 2016.



                                       30



                                     GENERAL

     The  cost  of   preparing,   printing  and  mailing  the  enclosed   proxy,
accompanying notice and proxy statement,  and all other costs in connection with
solicitation  of  proxies  will be  paid by  CEL-SCI  including  any  additional
solicitation made by letter,  telephone or telegraph.  Failure of a quorum to be
present at the meeting will necessitate  adjournment and will subject CEL-SCI to
additional expense.  CEL-SCI's annual report, including financial statements for
the 2014 fiscal year, is available on CEL-SCI's website (www.cel-sci.com).

     CEL-SCI's  Board of Directors  does not intend to present and does not have
reason to believe  that others  will  present any other items of business at the
annual meeting.  However, if other matters are properly presented to the meeting
for a vote,  the proxies will be voted upon such matters in accordance  with the
judgment of the persons acting under the proxies.

        Please complete, sign and return the attached proxy promptly.








                                       31




                            CEL-SCI CORPORATION PROXY
           This Proxy is solicited by CEL-SCI's Board of Directors

 The undersigned stockholder of CEL-SCI acknowledges receipt of the Notice of
 the Annual Meeting of Stockholders to be held May 11, 2015, 10:30 a.m. local
 time, at 4820-C Seton Drive, Baltimore, MD 21215, and hereby appoints
 Maximilian de Clara and Geert R. Kersten with the power of substitution, as
 Attorneys and Proxies to vote all the shares of the undersigned at said annual
 meeting of stockholders and at all adjournments thereof, hereby ratifying and
 confirming all that said Attorneys and Proxies may do or cause to be done by
 virtue hereof. The above named Attorneys and Proxies are instructed to vote all
 of the undersigned's shares as follows:

The Board of Directors  recommends a vote FOR all the nominees  listed below:

(1)  To elect the persons who shall constitute  CEL-SCI's Board of Directors for
     the ensuing year.

        [ ] FOR all nominees listed below (except as marked to the contrary
            below)

        [ ] WITHHOLD AUTHORITY to vote for all nominees listed below

   (INSTRUCTION:  TO WITHHOLD  AUTHORITY TO VOTE FOR ANY  INDIVIDUAL  NOMINEE,
 STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW)

   Nominees:   Maximilian de Clara    Geert R. Kersten    Alexander G. Esterhazy
               Peter R. Young         Bruno Baillavoine

The Board of Directors  recommends you vote FOR the following proposals:

(2)  To approve the adoption of CEL-SCI's 2015  Non-Qualified  Stock Option Plan
     which  provides  that up to 2,000,000  shares of common stock may be issued
     upon the exercise of options granted  pursuant to the  Non-Qualified  Stock
     Option Plan.

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(3)  To approve the adoption of CEL-SCI's  2015 Stock Bonus Plan which  provides
     that up to 2,000,000  shares of common stock may be issued  pursuant to the
     Stock Bonus Plan.

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(4)  To approve the adoption of  CEL-SCI's  2015 Stock  Compensation  Plan which
     provides that up to 2,000,000  restricted  shares of CEL-SCI's common stock
     may be issued pursuant to the Plan.

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(5)  To approve a proposal to extend our Shareholder Rights Plan.

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(6)  To  ratify  the  appointment  of  BDO  USA,  LLP as  CEL-SCI's  independent
     registered  public accounting firm for the fiscal year ending September 30,
     2015.

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN


To transact  such other  business as may properly come before the meeting or any
adjournments or postponements thereof.


   THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
 UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED, THIS PROXY WILL BE
 VOTED IN FAVOR OF ALL NOMINEES TO THE BOARD OF DIRECTORS AND ITEMS 2 THROUGH 6.

Directions  to the Annual Meeting can be found at www.cel-sci.com/annual_meeting
..html.

                                          Dated this ____ day of _____, 2015.


                                                 --------------------
                                                     (Signature)


                                                 --------------------
                                                     (Signature)

Please sign your name exactly as it appears on your stock certificate. If shares
are held  jointly,  each holder  should  sign.  Executors,  trustees,  and other
fiduciaries should so indicate when signing.

Please Sign,  Date and Return this Proxy so that your shares may be voted at the
meeting.

           Send the proxy statement by regular mail, email, or fax to:

                               CEL-SCI Corporation
                              Attn: Gavin de Windt
                             8229 Boone Blvd., #802
                                Vienna, VA 22182
                               Phone: 703-506-9460
                                Fax: 703-506-9471
                           Email: gdewindt@cel-sci.com





                                       32



IMPORTANT ANNUAL STOCKHOLDERS' MEETING INFORMATION -- YOUR VOTE COUNTS!


Stockholder Meeting Notice

     Important Notice Regarding the Availability of Proxy Materials for the


       CEL-SCI Corporation Stockholder Meeting to be Held on May 11, 2015.

Under new  Securities  and Exchange  Commission  rules,  you are receiving  this
notice  that the  proxy  materials  for the  annual  stockholders'  meeting  are
available on the Internet.  Follow the instructions  below to view the materials
and vote online or request a copy.  The items to be voted on and location of the
annual meeting are on the reverse side. Your vote is important!

This  communication  presents  only  an  overview  of the  more  complete  proxy
materials that are available to you on the Internet.  We encourage you to access
and review all of the  important  information  contained in the proxy  materials
before voting. The proxy statement, annual report and letter to shareholders are
available at:

                           www.envisionreports.com/CVM

               Easy Online  Access -- A Convenient  Way to View Proxy  Materials
               and Vote

               When you go  online  to view  materials,  you can also  vote your
               shares.

               Step 1: Go to www.envisionreports.com/CVM to view the materials.

               Step 2: Click on Cast Your Vote or Request Materials.

               Step 3: Follow the instructions on the screen to log in.

               Step 4: Make  your  selection  as  instructed  on each  screen to
               select delivery preferences and vote.

When you go online,  you can also help the  environment by consenting to receive
electronic delivery of future materials.

     Obtaining a Copy of the Proxy Materials - If you want to receive a paper or
     e-mail copy of these documents, you must request one. There is no charge to
     you  for  requesting  a  copy.  Please  make  your  request  for a copy  as
     instructed  on the reverse side on or before  April __, 2015 to  facilitate
     timely delivery. 017EIB



                                       33



Stockholder Meeting Notice

          CEL-SCI  Corporation's  Annual Meeting of Stockholders will be held at
          4820-C Seton Drive,  Baltimore,  MD 21215,  on May 11, 2015,  at 10:30
          a.m. local time.

Proposals to be voted on at the meeting are listed below along with the Board of
Directors' recommendations.

The Board of Directors recommends that you vote FOR the following:

     (1)  To elect the persons who shall constitute CEL-SCI's Board of Directors
          for the ensuing year.

    The Board of Directors recommends you vote FOR the following proposals:

     (2)  To approve the adoption of CEL-SCI's 2015  Non-Qualified  Stock Option
          Plan which provides that up to 2,000,000 shares of common stock may be
          issued  upon  the  exercise  of  options   granted   pursuant  to  the
          Non-Qualified Stock Option Plan.

     (3)  To approve  the  adoption  of  CEL-SCI's  2015 Stock  Bonus Plan which
          provides that up to 2,000,000  shares of common stock may be issued to
          persons granted stock bonuses pursuant to the Stock Bonus Plan.

     (4)  To approve the  adoption of  CEL-SCI's  2015 Stock  Compensation  Plan
          which  provides  that up to 2,000,000  restricted  shares of CEL-SCI's
          common stock may be issued pursuant to the plan.

     (5)  To approve a proposal to extend CEL-SCI's Shareholder Rights Plan.


     (6)  To ratify the  appointment  of BDO USA, LLP as  CEL-SCI's  independent
          registered public accounting firm for the fiscal year ending September
          30, 2015.

         To transact such other business as may properly come before the
              meeting or any adjournments or postponements thereof.

PLEASE NOTE - YOU CANNOT VOTE BY RETURNING THIS NOTICE.  To vote your shares you
must vote  online or  request a paper copy of the proxy  materials  to receive a
proxy card.  If you wish to attend and vote at the  meeting,  please  bring this
notice with you.

Directions   to  attend   the   meeting   can  be  found  on  our   website   at
http://www.cel-sci.com/annual_meeting.html.

------------------------------------------------------------------------------

             Here's how to order a copy of the proxy materials and select a
             future delivery preference:

          Paper  copies:  Current  and future  paper  delivery  requests  can be
          submitted via the telephone, Internet or email options below.

          Email  copies:  Current and future  email  delivery  requests  must be
          submitted via the Internet following the instructions below.

          If you request an email copy of current  materials you will receive an
          email with a link to the materials.

          PLEASE NOTE:  You must use the number in the shaded bar on the reverse
          side when requesting a set of proxy materials.

             _  Internet - Go to www.envisionreports.com/CVM. Click Cast Your
                Vote or Request Materials. Follow the instructions to log in and
                order a paper or email copy of the current meeting materials and
                submit your preference for email or paper delivery of future
                meeting materials.

             _  Telephone - Call us free of charge at 1-866-641-4276 using a
                touch-tone phone and follow the instructions to log in and order
                a paper copy of the materials by mail for the current meeting.
                You can also submit a preference to receive a paper copy for
                future meetings.

             _  Email - Send email to investorvote@computershare.com with "Proxy
                Materials CEL-SCI Corporation" in the subject line. Include in
                the message your full name and address, plus the number located
                in the shaded bar on the reverse, and state in the email that
                you want a paper copy of current meeting materials. You can also
                state your preference to receive a paper copy for future
                meetings.